0000899243-23-017596.txt : 20230731
0000899243-23-017596.hdr.sgml : 20230731
20230731173241
ACCESSION NUMBER: 0000899243-23-017596
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230728
FILED AS OF DATE: 20230731
DATE AS OF CHANGE: 20230731
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Drake Eileen P.
CENTRAL INDEX KEY: 0001635474
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01520
FILM NUMBER: 231128662
MAIL ADDRESS:
STREET 1: C/O GENCORP INC.
STREET 2: P.O. BOX 537012
CITY: SACRAMENTO
STATE: CA
ZIP: 95853-7012
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AEROJET ROCKETDYNE HOLDINGS, INC.
CENTRAL INDEX KEY: 0000040888
STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760]
IRS NUMBER: 340244000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 222 N. PACIFIC COAST HIGHWAY
STREET 2: SUITE 500
CITY: EL SEGUNDO
STATE: CA
ZIP: 90245
BUSINESS PHONE: (310) 252-8100
MAIL ADDRESS:
STREET 1: 222 N. PACIFIC COAST HIGHWAY
STREET 2: SUITE 500
CITY: EL SEGUNDO
STATE: CA
ZIP: 90245
FORMER COMPANY:
FORMER CONFORMED NAME: GENCORP INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO
DATE OF NAME CHANGE: 19840330
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-07-28
1
0000040888
AEROJET ROCKETDYNE HOLDINGS, INC.
AJRD
0001635474
Drake Eileen P.
222 N. PACIFIC COAST HIGHWAY, SUITE 500
EL SEGUNDO
CA
90245
1
1
0
0
CEO and President
0
Common Stock
2023-07-28
4
D
0
60008
58.00
D
0
D
Common Stock
2023-07-28
4
D
0
289000
58.00
D
0
I
EPD 2018 Trust Dated August 7, 2018
Restricted Stock Unit
2023-07-28
4
D
0
13128
58.00
D
Common Stock
13128
0
D
Restricted Stock Unit
2023-07-28
4
D
0
35000
58.00
D
Common Stock
35000
0
D
Restricted Stock Unit
2023-07-28
4
D
0
21940
58.00
D
Common Stock
21940
0
D
Stock Appreciation Right
17.35
2023-07-28
4
D
0
53028
40.65
D
2020-05-01
2020-05-01
Common Stock
53028
0
D
Stock Appreciation Right
22.25
2023-07-28
4
D
0
46768
35.75
D
2021-02-27
2021-02-27
Common Stock
46768
0
D
Stock Appreciation Right
32.25
2023-07-28
4
D
0
58420
25.75
D
2022-02-28
2022-02-28
Common Stock
58420
0
D
Under the terms of the Agreement and Plan of Merger, dated as of December 17, 2022 (the "Merger Agreement"), by and among L3Harris Technologies, Inc., Aquila Merger Sub Inc. and Aerojet Rocketdyne Holdings, Inc. (the "Issuer"), Aquila Merger Sub Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of L3Harris Technologies, Inc. (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was automatically canceled and converted into the right to receive $58.00 in cash per share, less applicable tax withholding (the "Merger Consideration").
The number of shares reported includes previously-reported shares of restricted stock, which vested in full upon consummation of the Merger.
Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
Pursuant to the Merger Agreement, at the effective time of the Merger these RSUs were canceled and converted into the right to receive the Merger Consideration.
Reflects an initial grant of 19,691 RSUs originally scheduled to vest in three equal annual installments beginning on February 28, 2023.
These RSUs were originally scheduled to vest 25% on October 27, 2023, 25% on October 27, 2024 and 50% on October 27, 2025.
These RSUs were originally scheduled to vest in three equal annual installments beginning on February 28, 2024.
This award was canceled in the Merger in exchange for the right to receive, for each underlying share, a cash payment equal to the difference between the Merger Consideration and the exercise price of the award, less applicable tax withholding.
/s/ David A. Fox, attorney-in-fact
2023-07-31